The Countess
by brightneeBee
Summary: They thought it would be another winter shivering and starving in the snow, taking shelter in whatever decrepit building they could find, but then a strange woman made an offer Aldo Raine couldn't refuse. A safe, warm place to rest their heads and wait out the harsh winter? M rating, notes inside, oneshot for now. Aldo/OFC.
1. Chapter 1

A/N: I don't know if I want to turn this into a multi chapter fic, but I did want to unload this for the time being, as it has been sitting in my documents for a while, and I took the day to edit and finish it off.

Note: There is mature language and toned down lemons towards the end, but otherwise, this is pretty tame for me.

Disclaimer: I own nothing. Please don't sue me.

1943 December

After months of sleeping in basements of abandoned buildings, and against trees in the french countryside, the Basterds were in heaven when Aldo guided the through one of the thicker forests somewhere near Orleans.

When they made it through the falling snow, shivering and starving, to see endless expanse of high stone walls covered in dead vines and ice of a massive chateau, it was a gift from heaven. The stone walls kept it impenetrable, the large lands covered in the skeletons of orchards and gardens and crops that must look a dream or fairytale during the spring and summer months. The blessing was that, as Aldo swore, the place was secure enough they could hide out there for the winter, they just had to keep quiet and stay hidden.

No one had a clue how Aldo had heard, or knew, of the place, but it was fucking great just thinking about a hot bath, a hot meal, and a real, warm bed.

Although, what was shocking to every single Basterd, was that the chateau wasn't owned by some out of owned by some out of sorts, snobbish asshole wanting to stick it to the Third Reich. It was a woman of perhaps 22 years, drop dead fucking gorgeous in just tight leather trousers and a thick winter coat. She had a face that would make any man stare, and her gray eyes sparkled with secrets.

She was waiting for them, lantern in hand at the wrought iron gates. They were ushered in quickly, the gates locked once they were on their way up the graveled lane. It was eerie, in the dark hours of the morning, as the sky turned a dim blue, and the snow glowed with it. There was an unsettling silence about the place that made most of the men nervous, but Aldo swore this was to be a safe haven, and no one had the nerve to question him. And on this occasion, not even Donny was going to open his mouth and ruin a good thing.

As Aldo told them time and time again, "Don't look a gift horse in the mouth."

Still, there was the unspoken question of how Aldo knew this woman, or of this woman.

After a bit of a trek up the drive, they followed her around to the back, and through an enormous greenhouse. They all entered through a set of windowed doors, and stood in a chamber leading into a large kitchen. It was all dark, or dim near the windows, and no one spoke as the woman showed them through the hidden corridors up through the house until they were on the topmost floors, on the farthest side of what most of them were now considering a fucking palace.

"The main corridors to this wing have been boarded up," the woman said, shocking most of the the men, who were starting to wonder if she was mute. It shocked most of them to hear her speak clear English. "There are twenty-six rooms on this side of the house, all unaccessible, except for the corridors you just came through. Not even the servants know of them, nor the others living on the other side of the house. There is running water, and I shall bring you all trays of hot food, once you have settled. Lieutenant Raine can explain the rest."

And with that, she was gone, and they were left in the dark.

Aldo took control then, opening a door nearby and jerking his head in a clear order for them all to shuffle in.

Thankfully, the house had been wired for electric light, and one switch by the door illuminated the entire room. The bedroom was large, lavish, and fitted with chairs and lounges and a sofa. The bed was huge, and the whole room looked too luxurious to be real. None of them wanted to sit, uncomfortable with the idea of getting dirt on any of the finery. They all waited, looking around at it all, wondering where they would be laying their heads, or if they would be crammed into this one bedroom.

"Don't fuckin' worry, you'll all have your own room for a change," said Aldo, sniffing a bit of snuff off a finger. "Gettin' down to business, this ain't any run of the mill house…"

Classified as a boarding house, or something of that nature, there were other women living in the east wing, and it was actually more of a swanky harem. The Countess, as Aldo called her, ran a few operations on the grounds, one of which was the hiding and moving of jewish refugees, like the European underground railroad. The activities at night with high ranking German officers and french nobility, acted as a solid cover for the smuggling of people to Switzerland, and the women working for her managed to get a lot of information out of the Nazis that came for dinner.

Apparently, she couldn't keep the Germans out, but she was able to prevent them from residing in her house, and on the premises. No troops, no menial soldiers, no spontaneous droppings in. She kept the grounds closed, except for a few nights during the month. The invitations alone to the exclusive dinner parties, the salon of the modern era, brought in quite a lot of money in bribes to obtain one.

Intellectual conversations, champagne, and the possibility of sex was what she was selling, and her girls were highly educated, refined, and specifically plucked from some rather prestigious bloodlines in France, but the incredible wealth she was grossing wasn't the reason she was doing it.

After a few thorough searches, a couple by the Jew Hunter, himself, there was not a single mark on her reputation, and no one would ever look further. She covered her tracks well, and nothing would ever come back on her. When the searches ceased, she was open for business.

This was the safest house in France, and they were damn lucky she reached out to bring them there.

"Now, there's around twenty or thirty jewish gentiles being hidden in the rooms above us," continued Aldo, taking off his coat and scarf, tossing them on the back of a wooden, plush chair. "We don't go up there, and we don't mention 'em, unless she asks you, or talks to you about 'em. They know the rules, we know the rules, and if we fuck up what she's got goin' on here, it could mean their lives, our lives, and the good she's been doin' for the past couple years.

"The Countess runs a tight ship," he moved on. "She expects us up at the crack of dawn, every morning, when she deems we've had enough time to get settled, and we're expected to do our fair share of the work. She's a remarkable woman, so none of you better screw this up. Now get the fuck out and find your own goddamn room."

Dismissed as the sun peeked over the horizon, the men filed out without a word, and everyone took a room, no fuss. Donny took the one across from their leader, Wicki took the one next door, Stiglitz took the one next to the only other german speaker, and so on. A bed was a bed, a bath was a bath, and no one gave a shit about the colors of the sheets or the prints on the walls. Most of the time they were washing up in a freezing cold creek, or not at all. They slept against trees and on the hard ground, on creeking, rotten wooden floors, or in the dirt.

Yet, faced with the care and luxury of each room, all the men stripped out of the clothes they had been wearing for months, not sure how long it had been since they had been clean. And not wanting to over work the plumbing or pipes, they each filled their tubs with no more than 4 inches of hot water. The bathrooms had all been stocked with masculine scented soaps of sandalwood oil and a saccharine spiced bar that was rough on the skin, but took care of the weeks of blood and grime that had built up without any effort. It wasn't a long, pampering soak to soothe the aching muscles and joints of the last year, but it was better than nothing. Enough hot water to heat up their chilled skin and warm their souls.

Most of them simply dried off with a large, thin linen towel, and pulled out the cleanest undergarments in their sacks, noting they would wash their clothes after a bit of rest. A few just wrapped the linen around the low sling of their hips and wiped out the tub, only to refill it and dump in their filthy clothes. The fireplaces were easy to start for everyone, as each of them knew how to start a fire.

It was inevitable that the Countess would walk in on most of them in some state of undress, but she never batted an eye, or made a comment whatsoever. Starting at the end of the hallway and working her way towards the rooms closest to the hidden tunnels and corridors, she simply let herself in with a heavily laden tray of bowls of hot broth, boiled eggs, and warm cuts of baguette. She carried the spoons in her pockets, and unloaded a meal each in every man's room with a small smile. Nothing was said, except for the embarrassed, muttered appreciation of the officers.

In Sgt. Donowitz room, she waltzed in, stopping in her tracks as the man came out of the bath stark naked, muscled, and unabashedly unashamed about the large, flaccid cock swinging between his thighs. Mostly all of the men had been covered in some capacity or another, but she had not been given a full show. Yet, she wasn't embarrassed, at all. She left a meal on the small table in the room, and went to leave, ignoring the slight burn in his cheeks, and the sly smirk on his face.

Before she left, she turned and gave him an appreciative look with a nod and a smirk, "Impressive…"

The last room was Lt. Aldo Raine's, and after Sgt. Donowitz, she wasn't surprised to find the leader of the Basterds nude, as well.

Facing the windows, watching the sun rise, Aldo had yet to wash up. He was bone tired, and his joints ached something fierce, but there was something about watching the sun rise for the day, over the snow laden trees, that stopped him. It reminded him of winter mornings running moonshine with his daddy, and then when he was grown, with a cabin of his own. The simplicity of Appalachian living; setting traps and hunting for food, chopping wood to keep the house warm, and sliding into bed with his wife.

That had been a long time ago, but sometimes, if the sun rose just right, it took him right back, to when life wasn't fucked up with war.

"Sit, Lieutenant," the Countess said, setting the tray down on the table. "Eat, and I'll run you a bath."

"I can do it myself," he offered, still standing without any shyness or shame at her seeing him completely unclothed. "You've done more than I could've brought myself to ask."

She pulled out a chair with a stern look, "Sit, eat. I'll draw the bath."

He didn't argue a second time, and did as he was told. His men would never know, and she wouldn't say a thing. Tight lipped, this woman. Hard as nails, but a big heart. There was no denying she would survive the war, and if she didn't get snatched up by some aristocrat snob, Aldo would. He didn't care for the rich life, but he could tell a good woman when he met one.

Watching her bend over and test the water, Aldo couldn't help himself. He outright stared at the contours of her ass, the tight leather pants conformed to her body in a way he had never seen on a woman before, and it was quite a sight. In his defense, it had been almost 10 years since he'd been with a woman, and it was a nice ass, if he did say so himself. That aside, he had definitely noticed the way she looked him over when the door was closed, and he turned around to see who had disturbed him. There had been a glimmer of appreciation and a smirk that tugged at the corner of her full lips. Despite his filthy skin, and his overlapping scars, she had taken him in, and she hadn't looked away. He was just repaying the compliment, in a way.

Done with the light meal, he sank into the tub without needing to be ordered, and relaxed into the heat. He tensed a moment, when she knelt down and lathered a harsh cloth. She scrubbed his back, no request, no permission, she just did it. Not that he was complaining, since she was working out the tension he held in the middle of his back, and she was getting the hard to reach spots, but it was an odd sensation that turned into an intense arousal that took him for a spin. He could smell her, all french lavender and something sweet, like almonds or honey, and that undertone of female that went straight to his dick in the fraction of a second. Like a shot, he was getting hard, and until she left, it took all his strength to go flaccid, and it took all his restraint not to pull her into the tub with him.

Her breasts pressed into his back, arms over his shoulders as she rinsed out the dirt from the cloth, and grabbed the soap to re-lather. At this point, he was wondering if she was doing this on purpose, taunting him. There was no way he was going to call her on it. He sure as shit wasn't going to offend her and ruin a good thing. He and his men needed the warm safe haven she was providing for the winter, or longer. He would rather see what she did.

And then she was gone, leaving the cloth on his chest.

It sounded as though the door closed, and he assumed he was alone. He thought, then, that he could handle his rush of desire. It was after he had reflected on the smell of her hair, the feel of her breath ghosting over his neck, the way one delicate hand followed after the scrubbing cloth to work out the knots in his back, that he grew long and hard. Reaching his hand down, he took hold of his raging erection, and groaned.

It felt goddamn good.

There had been no privacy to do this with the work they were doing for war effort. Patrols, scouting, murder and scalping, interrogations. There had never been time, always something to do, always a fuck up needing fixed. They were always on the move, and the men in his platoon were his first priority.

Now, though.

Now he had the privacy, the time, the bit of refreshing energy to go about releasing some pent up frustration. He was a man, afterall. He may be nearing his mid-40s, but he damn sure wasn't dead, yet.

"I'm surprised you haven't died, yet," came her voice, and then she came into view, completely nude, light brown curls tumbling over her shoulders. Her french accent was barely noticeable, but that could be the fact that he was focused on her breasts, and not her voice. "You'd do better to make certain you are alone before you place yourself in such a vulnerable position."

She was in the tub now, straddling his waist. She was a beauty to behold, and if this was his opportunity, he wasn't going to pass it up for the sake of propriety. If she wanted it, he'd damn sure provide it. And from the way she was hovering over his cock, and the way she was looking him straight in the eye as she did it, full of challenge and desire, she wasn't saying no.

"I don't even know your name," he croaked, her slender fingers followed the lynching scar across his throat, intrigued. "I'm traditional that way."

A puff of air escaped her, broadening smile taking control of her face, and it was stunning. She dragged the soapy cloth up his chest, wiping away the blood and grime from his face, thumb tracing the line of his lips. She cleaned him up, drawing out the agonizing arousal pulsing tall and hard between his legs, until the last thing to clean was his cock, and she did. Taking that cloth, she reached down between them, took his throbbing erection with a firm squeeze, and stroked, soft palm massaging the tip of his head in a way that made his eyes roll back, and his hips buck. She'd even washed his hair, rinsed him clean, and dried him off, before leading him back to the bedroom, and to the overstuffed bed.

Finally, she spoke, giving him an answer, "Josephine. My name is Josephine."

That was all he needed...


	2. Chapter 2

The routine of the house was something the men had yet to become accustomed to, but it was a welcome surprise to Aldo and Donowitz.

It was only a day later when the Basterds agreed to get up at the crack of dawn, used to that in one aspect, but not what they expected. They were greeted by a gaggle of beautiful women, all dressed in lax attire; men's trousers, thick boots, sweaters, coats and fur hats that covered their ears. It was easy to assume they were the Countess's girls, and Aldo had already warned them again to keep their hands and pricks to themselves, or else.

The Countess did run a tight ship, and no one was allowed slack, not even Aldo Raine, nor herself.

First thing in the morning, everyone was expected to dress warmly and meet outside the greenhouse for a run. The Countess set the pace, leading the pack, as it were, and no one stopped until she stopped. Five miles during the week, and three miles on the weekends. And that was only the beginning.

After the run, came the training.

None of them expected, or thought, women could fight like that, but they soon found out they damn well could. It was a curiosity to the men, what the Countess was training the women for, exactly. What was the purpose of it?

Aldo let slip that it was to do with protecting themselves, but none of the men completely believed that. There was something else, and Donny, most of all, wanted to know. It was just too strange, watching women go one on one with each other in such a ruthless way. They did things that the men had difficulty wrapping their heads around, and at the center of it, the Countess would walk through, correct their form, explain how to use momentum better to take down their opponent. When she demonstrated certain moves, Aldo burned with desire, again.

She even pit the girls against the men, and Aldo bristled when she stopped to spar with Donowitz.

They were both enjoying it a bit too much, but Josephine definitely laid the man out quick. Aldo had seen plenty of Tennessee women throw punches and lay out a man or two, but he'd never seen a woman propel herself up and sit on a man's shoulders like that, nor seen a woman use that force to flip a man, and still land on her feet. It was quite remarkable, and the look on Donny's face was that of admiration, and bruised ego. The look on Josephine's face was that of pride, and a glimmer of desire.

It did not sit well with Aldo, and yet, it piqued his interest, if only a little bit.

The other women put the officers through their paces, and then turned around and gave them pointers, showed them how best to attack in hand-to-hand combat, before the training moved on to weapons, and good goddamn Lord, did Aldo jump in to break up the growing excitement between Donowitz and Josephine. He wasn't a jealous man, in any way, shape, or form, and he knew Donowitz, better than he'd like, but he didn't know Josephine well enough to approve of how fluid she was when it came to intimacy. He didn't like how she interacted with Donowitz, compared to himself, or the other men. She poked at his masculinity, challenged him in a way that reminded Aldo of how she dared him in the tub.

She was feeling Donowitz out.

Aldo had no idea how to block or evade when Josephine had the batons in her hands. She was fierce, and she showed no mercy, and Aldo enjoyed it more than he probably should admit. There were so many openings, but she moved too quickly for Aldo to manage to a lick in or land a single blow. She whacked him solidly, forced him to copy her movements, until he started to block her, and then he landed a blow to the back of her thighs. It was taken in stride, and they had drawn quite the crowd, both women and men watching in apt attention as the two leaders began to become evenly matched. Aldo caught on like a shot, and the Countess's eyes glittered with something unidentifiable, something dark and giddy.

Now he knew, she had been playing with Donowitz, but he never expected her to toy with him, as well. She was playing a rather ingenious game of cat and mouse, and she wasn't expecting anyone to be a wolf. And Donowitz? He was a real bear, and you don't ever provoke a damn bear.

The exercise regime took from around 5am until 8am, and then the women went through the greenhouse entrance to the kitchens, while the men were kept back. Near the barn and stables, Josephine showed them where the wood was stored for chopping, the gardening shed, the horses and the rest of the animals. Chickens, cows, goats, pigs and sheep, all sheltered from the snow and cold. The barn and stables were like smaller houses on the land, well insulated and warm, but they smelled horrible.

"I apologize in advance for the smell. The dried manure is used to keep the structures warm during the winter months," the Countess explained, stopping to pet the cows and sheep, and coo at the pigs. "The mesh against the front latches. It works better than a grate, prevents the hay from catching fire. The hay is kept up above, with plenty of pitchforks. Axes for chopping are in the garden shed with the shovels, and just stay away from chickens, they attack men. Sergeants Donowitz and Stiglitz, and Lieutenant Raine, if you would please accompany me to the stables?"

The horses required a specific touch, and it was apparently why she selected the tallest and strongest men out of the bunch. Most of the horses were giant breeds used for farming, and only a few were riders; two studs and three mares. Beautiful beasts, in Aldo's fine opinion. Well fed, well groomed, and spoiled, if he wasn't mistaken. The horses all whinnied and neighed as Josephine passed by, taking the time to touch foreheads and kiss the brow of every single one of those gorgeous creatures. The genuine innocence of her face, so full of compassion and gentleness, love and wonder, as she interacted with the animals, showed a lot about her character.

She was an odd duck, but Aldo was enjoying the thrill of unravelling the mystery of what made her tick.

The Countess went through the routine, and left them to it with promises of bringing them all something more substantial for breakfast in a little while. The morning went on, she brought them oats with hot cream and dried fruit folded in, sprinkled with wild nuts, as well as sizzling sausages and a pile of toasted bread. And then no one saw her until the labor was finished for the day, when she appeared with hot sandwiches. She sent them back to their rooms, showing them the alternate entrance through the cellar.

The woman noticed Donny's back spasm with almost a smirk. She helped him up the narrow corridor stairs and into his room, closing the door with a twinkle in her eye as Aldo watched her with a set jaw and tight lip. It was all he could do to not say anything. He would let it play out, see what happened. Part of him knew she would come knocking soon.

"You're a hard worker," she said, filling the tub high with hot water, adding in a stream of special oils. The sergeant sat uncomfortably in a chair, unwilling to complain about it. "Very strong. Still, you may have pulled something. It happens. I'll have you right soon enough."

"How do you plan on doin' that?" Donowitz asked, grimacing as he attempted to stand at her silent request. "You a doctor, too?"

She glanced up at him, slipping off his suspenders and unbuttoning his trousers, "I trained in the royal academy of ballet. You figure out how to play nurse to yourself fairly quickly, otherwise everyone knows your weakness."

"Didn't think dancin' was a cut throat business."

"You underestimate the ruthless ambition of women," she replied, helping him take off his wife beater, which left him just as unabashedly naked as he had been the first day. "Especially starving women. Now, go. Soak. I will be in shortly to help you."

Donowitz did as he was told, sinking into the tub with a hiss at the searing heat. Larger than all of the men, his legs were too long, forcing him to bend his knees, which left them poking up high above the surface, but he didn't give a fuck. The boiling water lapping at his lower back was easing the pain significantly. He could almost lean back without his lower back spasming at all. Whatever she put in the bath was helping, as well. The oils sat on the surface, fragrant and slick, but it worked.

Relaxed, Donowitz leaned back and sank down into the tub. Arms draped over the side, he rested his head back against the ledge and closed his eyes. Deep breath in, deep breath out. He had fallen asleep by the time she returned, and it startled him to feel her hands run over the broadness of his shoulders. She cooed something against the shell of his ear, sweet words in soft French, which sparked an ache deep in his very soul. That small flame spread like wildfire when she took his earlobe between her teeth, when her gentle hands worked soft, lathered flannel over his bare skin. He could feel the supple flesh of her bare breasts against his neck, the firm peak of her nipples as she moved every so slightly to reach further down his torso, to massage the flannel over his collarbone, to caress his jaw.

The experience proved to be something unknown to Donny, as a dominant personality and male in his own right. It was more languid, sensual, and, overall, more arousing. There was no urgency, no immediate passion. It was a slow, burning build to something more grand, more intense. He wondered how far she would go, how evasive and tactile she would become. She had started with a spark, and stoked it into a smolder. Would she finally set him ablaze? He could only wonder, as this mysterious woman continued her ministrations upon his naked body.

Stopping just shy of the impression of his pelvis, Josephine reapplied the bar of soap to the flannel, reinvigorating the material with more of a lather. The fragrance of sandalwood filled the air, mingling with the oils evaporating into the steam rising from the bath. She helped him sit up straight, the spasm minor compared to before soaking in the hot water. Wiping down his back, she slicked her own hands in soothing oils and massaged the line of his spine, gently moving her hands outwards to manipulate the soreness of his muscles.

Donny hissed, the initial pressure causing another spasm, but the residual pain slowly began to fade as the Countess continued to work the strain from his muscles. It was enough to allow him to move more easily, but not a cure. She scrubbed him with the lathered flannel one last time, before washing his hair and rinsing him off.

It was odd to be taken care of in such a way, especially for an alpha male type like Donny. He had a mother in Boston, waiting for him to come home, who had a tendency to do everything for him whether he asked her to or not, but he had taken over his father's barber shop and moved into the apartment above it to obtain some semblance of independence. He spent a good decade on his own, and to have a gorgeous woman taking care of him was unsettling. It was arousing, but unsettling. He felt as though she was playing a game at that moment, just as she had earlier in the day.

Donny suspected the Countess enjoyed playing with her food before she devoured it.

He saw straight through her that morning during training. The way she needled him as they engaged in hand-to-hand combat, and then when she transitioned into weapons. She saw his weaknesses immediately and exploited them to her benefit, which he respected in regards to a fight. Unfortunately, he also noticed the way his Lieutenant's jaw continued to clench watching Donny and the Countess in their back and forth. The woman was sharp as a tack and quick to strike, like a fucking viper. There was a reason she was training her girls in combat, and it wasn't to protect themselves from a bunch of fucking Nazis. There was also an underlying reason for her calculated jabs at him, as well as Lt. Raine.

"Come. Stand," she stated suddenly, pulling Donny out of his own thoughts.

Usually, he would show his defiance, but with the Countess he obeyed. It was curiosity. He wanted to see how far she would take it.

As she toweled him dry, Donny took the opportunity to absorb the slender figure of the Countess. He hadn't seen a naked woman in over a year, and he sure as hell had never seen a former ballerina turned assassin - sort of - in the flesh. For a slight, willowy figure, she had the musculature of a predatory cat. She was made of innocuous lines that sloped ever so slightly into a narrow waist, and flared into supple hips. Her tits were small, less than a handful, but pert, and topped with the palest rose-peaks, nipples small and pebbled against the chill of winter. Her arms were slender, as well, but the strength and muscle was hiding underneath her womanly shape. He could see the bruising in her ankles and toes, and he felt it would not be a far-reaching conclusion that the woman still practiced her former occupation. A few toes were taped together, the nails split and fractured. How anyone could enjoy the pain that came with injuries such as those… Fuck, he couldn't imagine how much grit it took to break one's body and keep dancing as if nothing were the matter.

Ballerina, indeed.


End file.
